In 1997, elder statesman LL Cool J invited the hottest young guns in hip-hop to contribute to his track "4,3,2,1" from his Phenomenon album. After hearing newcomer Canibus' initial verse, LL caught feelings over Canibus' "L, is that a mic on your arm, let me borrow that" line (referencing the microphone LL had tattooed on his arm) and insisted he rewrite the verse.

Canibus agreed and revised, but when the song eventually dropped, Canibus' verse was removed (he was only featured on the remix) and LL Cool's verse included a shot at 'Bis for having the audacity to ask for his mic.

Canibus thoroughly studied his opponent and responded with "2nd Round K.O.," one of the best-written battle raps of all time, with guest vocals from Mike Tyson. Canibus attacked LL for only appealing to females, lying about being a drug-free role model, and being an inferior MC for changing his "4,3,2,1" verse after hearing what Canibus wrote.